2026-07-09_Cal_CLEAN_Partnership_Agreement_RFQ.pdf

California High-Speed Rail Authority RFQ No. HSR26-20

Page i of ivRequest for Qualifications for a Table of Contents

Request for Qualifications for a

Cal CLEAN Partnership RFQ No. HSR26-20

July 9, 2026

Revision(s) Date Description

0 7/9/2026 Initial Release

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Table of Contents

INTRODUCTION

1. BACKGROUND

2. PURPOSE AND OVERVIEW OF RFQ

2.1 Commercialization Opportunities

2.2 Definitions

2.3 Acronyms and Abbreviations

INSTRUCTIONS TO RESPONDENTS

3. PROCUREMENT SCHEDULE AND PROCESS

3.1 Authority’s Designated Point of Contact

3.2 Addenda to RFQ

3.3 Non-Commitment of Authority

3.4 Property Rights

3.5 Non-Exclusiveness of Subcontractors

3.6 Improper Communications and Contacts

3.7 One-on-One Meetings

3.8 Organizational Conflicts of Interest

3.8.1 Organizational Conflicts of Interest for Future Contracts

3.9 Confidentiality

3.10 Executive Order N-6-22 – Russia Sanctions

3.11 The California Environmental Quality Act

3.12 GenAI Disclosure Notification

4. SUBMITTAL OF THE STATEMENT OF QUALIFICATIONS

4.1 Statement of Qualifications Submittal Information

4.2 Late Submittals

4.3 Modification or Withdrawal of SOQs

STATEMENT OF QUALIFICATIONS

5. STATEMENT OF QUALIFICATIONS REQUIREMENTS

5.1 General Requirements

5.2 SOQ Contents and Requirements

6. EVALUATION AND NEGOTIATION

6.1 Evaluation of Respondent Minimum Qualifications

6.2 Scored Evaluation of SOQs

6.3 Past Performance Review

6.4 Not Used

6.5 Final Ranking of Respondents

6.6 Notice of Proposed Award

6.7 PIA Negotiation Process

6.8 No PIA Until Signed and Approved

6.9 Debriefings

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6.10 Confidentiality

7. PROTEST PROCEDURES

7.1 Applicability

7.2 Required Early Communication for Certain Protests

7.3 Deadlines for Protests

7.4 Content of Protest

7.5 Filing of Protest

7.6 Comments from Other Respondents

7.7 Authority Response to a Protest

7.8 Burden of Proof

7.9 Decision on Protest

7.10 Limitation on the Authority’s Liability

List of Tables Table 1: Key RFQ Dates

Table 2: Firms Subject to Respondent Ex Parte Communications Prohibitions During this Procurement

List of Attachments Attachment A: Cal CLEAN Partnership Opportunity

Attachment B: SOQ Submittals Checklist

Attachment C: Past Performance Review Checklist

Attachment D: Form of Project Identification Agreement

Attachment E: Authority ROW Information

List of Forms and Certifications

Forms

Form A: Organizational Conflicts of Interest Disclosure Statement

Form B: Past Performance Certification

Form C: Public Entity Questionnaire

Certifications

Cert. 1: CCC 04/2017 and STD 204

Cert. 2: Iran Contracting Certification

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Cert. 3: Darfur Contracting Act Certification

Cert. 4: Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Certification

Cert. 5: Non-Collusion Certification

Cert. 6: Non-Discrimination Certification

Cert. 7: Certification Regarding Lobbying

Cert. 8: California Civil Rights Laws Certification

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INTRODUCTION

1. Background

The California High-Speed Rail Authority (Authority) is responsible for planning, designing, building, and operating the first high-speed rail system in the nation.

California high-speed rail will connect the mega-regions of the state, contribute to economic development and a cleaner environment, create jobs, and preserve agricultural and protected lands.

The Authority may enter into contracts with private and public entities for the design, construction, and operation of high-speed rail trains including all tasks and segments thereof pursuant to California Public Utilities Code section 185036.

The Authority intends to fund the Program with funding from the State of California.

The Authority may also fund the Project with federal funds, including any funds provided by the Federal Railroad Administration (FRA). Any services or work performed on the Program must be consistent and/or compliant with the conditions set forth within the following:

• California State Budget Act 2012-13, SB1029 (Chapter 152, Statutes of 2012)

• California High-Speed Rail Program 2026 Business Plan.

• California High-Speed Rail 2025 Project Update Report and 2025-Supplemental Project-Update-Report-.

2. Purpose and Overview of RFQ

The following list provides a general overview of information related to the subject of this Request for Qualifications (RFQ). Capitalized terms within this document are defined in Section 2.2.

(a) The Authority is issuing this RFQ to receive Statements of Qualifications (SOQs) from qualified Persons (Respondents) that wish to originate, develop, implement, and monetize the California corridor-wide, long-term, energy resiliency and asset commercialization network (Cal CLEAN) and associated projects (CLEAN Projects) within the HSR Corridor.

(b) Pursuant to this RFQ, the Authority plans to award to at least one successful Respondent (Developer): (i) an Project Identification Agreement (PIA) – an initial agreement under which the Developer will perform due diligence and project identification activities and submit proposals for one or more CLEAN Projects it wishes to develop in the HSR Corridor, and (ii) one or more Pre-Development Agreements (PDAs) and Development and Lease Agreements (DLAs) –

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/2 http://www.leginfo.ca.gov/pub/11-12/bill/sen/sb_1001-1050/sb_1029_bill_20120718_chaptered.pdf https://hsr.ca.gov/wp-content/uploads/2026/06/2026-Final-Business-Plan-060126-A11Y.pdf https://hsr.ca.gov/wp-content/uploads/2025/03/2025-Project-Update-Report-FINAL-030125-A11Y.pdf https://hsr.ca.gov/wp-content/uploads/2025/08/2025-Project-Update-Report-SUP-FINAL-081925-A11Y.pdf https://hsr.ca.gov/wp-content/uploads/2025/08/2025-Project-Update-Report-SUP-FINAL-081925-A11Y.pdf

Cal CLEAN Partnership subsequent potential agreements that will be awarded to the Developer subject to the Developer’s successful identification of CLEAN Projects, the Authority’s approval of such projects, and the parties’ mutual agreement on their respective obligations and other terms and conditions related to the development and implementation phases of the potential projects. Additional details regarding the contemplated phased collaboration and contracting structure are provided in Section 2.3.

(c) This procurement consists of evaluating SOQs submitted by Respondents in response to this RFQ with the intent of selecting at least one responsive, qualified Respondent whose qualifications satisfy the requirements of this RFQ and is considered the most qualified by the Authority. The Authority, in its sole discretion, may select more than one successful Respondent and award more than one PIA after evaluation of the SOQs. The Respondent(s) the Authority considers most qualified shall be the top-ranked Respondent(s) based on the scored evaluation process described in Section 6.

(d) The total contract value of the PIA is one dollar ($1.00). The Authority will pay the Developer lawful consideration for the PIA Work.

(e) The selected Respondent may be expected to work with the Federal Railroad Administration (FRA), Surface Transportation Board, California Public Works Board, California Department of Transportation (Caltrans), California Department of General Services (DGS), other partnering agencies, local governments along the HSR Corridor, and Authority contractor(s)/consultant(s).

(f) It is acknowledged by the Respondent that time is of the essence in the performance of the activities contemplated by the PIA.

(g) This RFQ is governed by California Public Utilities Code section 185036 and the Authority Board’s RFQ policy. The evaluation of SOQs and selection of successful Respondent(s) will be based on the factors/criteria contained in this

RFQ.

(h) This RFQ incorporates by reference the Authority’s HSR SB Program Plan, dated November 2, 2023, which establishes a 25 percent Small Business (SB) goal, inclusive of a 3 percent goal for Microbusinesses (MB); a separate 10 percent Disadvantaged Business Enterprise (DBE) goal; and a separate 3 percent Disabled Veteran Business Enterprises (DVBE) goal for contracts that receive state and federal blended funds. The Authority has determined that the PIA will not be subject to the Authority’s SB Program requirements. If a PDA or DLA results from this RFQ, such agreement may be subject to the requirements.

Further details about the Authority’s goals and its HSR SB Program Plan may be found on the Authority’s Small Business Program webpage.

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Cal CLEAN Partnership

(i) Negotiations, as set forth herein, may be held with the top-ranked Respondent(s). The Authority shall, within its sole discretion, determine whether to conduct negotiations with one or more Respondents.

(j) This RFQ will be available in electronic format on the California State Contracts Register website.

(k) All questions regarding this RFQ must be submitted in writing to the email address of the Authority’s Designated Point of Contact by the date and time listed in Section 3, Table 1 (Key RFQ Dates). All such questions should use the subject line: HSR26-20, Cal CLEAN Partnership. Responses to questions submitted will be posted on the California State Contracts Register for the benefit of all Respondents.

(l) The Authority will hold a nonmandatory, virtual pre-bid conference on the date set forth in Table 1 (Key RFQ Dates), Section 3. More information about the pre-bid conference will be provided on the Authority’s Cal CLEAN Partnership RFQ website.

2.1 Commercialization Opportunities

The California High-Speed Rail Program (Program) is one of the largest clean mobility investments in the United States, positioning California to set a new national standard for sustainable, electric intercity travel. The Authority is actively exploring significant commercial opportunities to support the delivery and long-term financial sustainability of the nation's first high-speed rail system.

As the Program advances into delivery and early operations, the Authority continues to leverage private-sector expertise to identify significant commercial opportunities that enhance technical performance, accelerate delivery, and ensure long-term financial sustainability by offsetting the cost of capital expenditures through revenue-generating opportunities.

Attachment A (Cal CLEAN Partnership Opportunity) describes: (a) the types of projects that the Developer is expected to originate, develop, finance, and implement to generate significant revenues for the Authority; (b) the phased structure of the engagement and the agreements governing each phase; and (c) the Developer's work and obligations under each phase.

2.2 Definitions

Whenever used in this RFQ, the following terms have the definitions indicated:

Authority: The California High-Speed Rail Authority.

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/2 http://www.caleprocure.ca.gov/ http://www.caleprocure.ca.gov/ https://hsr.ca.gov/work-with-us/procurements/architectural-engineering-and-capital-contracts/calclean-partnership-agreement/ https://hsr.ca.gov/work-with-us/procurements/architectural-engineering-and-capital-contracts/calclean-partnership-agreement/

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Authority Board: The California High-Speed Rail Authority Board of Directors.

Authority’s Designated Point of Contact: The representative of the Authority identified in Section 3.1.

Business Day: Monday through Friday, except for federal or State of California holidays, between the hours of 8:00 a.m. and 5:00 p.m., Pacific Time. Lists of federal and State of California holidays can be found at the U.S. Office of Personnel Management and California Department of Human Resources websites, respectively.

CLEAN Project: A project involving (a) utility-scale power generation from clean energy sources that is of a scale and has revenue-generating capacity sufficient to support meaningful revenue sharing with the Authority; and/or (b) transmission and distribution infrastructure or other revenue-generating technology or infrastructure (that is not related to rail infrastructure or rail operations) and that does not interfere with the safe and efficient delivery or operation of the high-speed rail service, including, but not limited to, information technology infrastructure, broadband, fiber optic infrastructure, or other station site development and development opportunities within the HSR Corridor.

Commercially Useful Function: The Authority will uniformly apply best practices in collective consideration of Commercially Useful Function (CUF) standards set forth by 49 C.F.R. Part 26.55 (c)-(d), Government Code section 14837, California Code of Regulations, title 2, section 1896.4(h), and Military and Veteran Code section 999(b) (5). An SB, Small Business for the Purpose of Public Works (SB-PW), DVBE, or Microbusiness (MB) is deemed to perform a CUF if the business meets applicable CUF standards as required by law and the State of California (see DGS’ Commercially Useful Function for Certified Firms webpage for more information). A DBE is deemed to perform a CUF if the business meets the CUF standards at 49 C.F.R. Part 26.55 (c)- (d).

Day or day: Calendar day, unless otherwise noted.

Developer: The successful Respondent that executes a PIA with the Authority as a result of this RFQ.

Development and Lease Agreement (DLA): A definitive executed contract between the Authority and the Developer, resulting from this procurement, governing the implementation of an Authority-approved CLEAN Project.

Development Phase: The phase of the engagement between the Authority and the Developer contemplated by this RFQ that commences upon the effectiveness of the DLA and ends upon the expiry of the term of the DLA, unless terminated earlier, during which a CLEAN Project will be implemented by the Developer.

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Cal CLEAN Partnership

Disabled Veteran Business Enterprise: A for-profit business concern that meets the certification requirements set forth in California Military and Veterans Code section 999(b)(7), including, but not limited to, at least 51 percent ownership by a veteran of the United States Military who has at least a 10 percent service-connected disability.

To be counted towards meeting the goals of the SB Program, a Disabled Veteran Business Enterprise must: (a) be certified as such by DGS’ Office of Small Business and Disabled Veteran Business Enterprise Services, and (b) perform a Commercially Useful Function, as defined herein, in providing services or goods that contribute to the fulfillment of the contract requirements for this procurement.

Disadvantaged Business Enterprise: A for-profit business concern that meets the requirements of Title 49, Part 26.61 through 26.73 inclusive of the Code of Federal Regulations, including, but not limited to, at least 51 percent owned by individuals who are both socially and economically disadvantaged. To be counted towards meeting the goals of the SB Program, a Disadvantaged Business Enterprise must be certified as such by the California Unified Certification Program.

Generative Artificial Intelligence (GenAI): An artificial intelligence system that can generate derived synthetic content, including text, images, video, and audio that emulates the structure and characteristics of the system's training data. (See Govt.

Code § 11549.64, State Administrative Manual (SAM) § 4819.2 and any updates thereto.)

Grant/Cooperative Agreements: Any federal agreements between the Authority, the Federal Railroad Administration (FRA), the United States Department of Transportation (U.S. DOT), and/or any other federal agency providing terms for expenditure of federal funds, including FR-HSR-0009‐10‐01‐07, as amended (ARRA Grant).

HSR Corridor: Consists of (a) all right-of-way that is owned by the Authority as of the date of this RFQ, consisting of approximately 2,000 acres of real estate across 119 miles of the high-speed rail corridor, which is described further in Attachment E (Authority ROW Information)., and (b) any additional real property within the Authority's cleared environmental footprint for the Program that is subsequently acquired by the Authority.

HSR SB Program: The Authority’s High-Speed Rail Small Business Program (HSR SB Program), as detailed in its HSR SB Program Plan.

Key Personnel: The individuals employed by the Respondent that are proposed in its SOQ to serve in key roles to perform the PIA Work.

Microbusiness: A for-profit small business concern that meets the certification requirements set forth in California Government Code section 14837(d) and California Code of Regulations, title 2 sections 1896.4 (Definitions) and 1896.12 (Eligibility), including but not limited to, its principal office is located in California, its owners reside

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Cal CLEAN Partnership in California, it is not dominant in its field, and it has an average gross revenue of $6 million or less over the previous three tax years. To be counted towards meeting the goals of the SB Program, a Microbusiness must be certified as such by DGS.

Open Government Laws: Collectively, the California Public Records Act (Government Code sections 7920.000, et seq.), the Bagley-Keene Open Meeting Act (Gov. Code section 11120 et seq.), and the Freedom of Information Act (FOIA) (5 U.S.C. section 552, as amended by Public Law No. 104-231, 110 Stat. 3048), and other applicable State and federal open records laws.

PDA Work: All of the activities and tasks that the Developer will be required to perform under the PDA as pre-development activities during the Pre-Development Phase for the potential financing and development of a CLEAN Project, as described in Attachment A (Cal CLEAN Partnership Opportunity).

Person: Any individual or entity, including corporation, limited liability company, sole proprietorship, joint venture, partnership, voluntary association, trust, unincorporated organization, or governmental agency, including the Authority.

PIA Work: All of the activities and tasks that the Developer will be required to perform under the PIA during the Project Identification Phase to identify, assess, and propose potential CLEAN Projects, as described in Exhibit 1 (Developer PIA Work) to Attachment D (Form of Project Identification Agreement).

Policy: The Authority’s adopted Organizational Conflicts of Interest Policy, which is available on its website. (See RFQ section 3.8.)

Pre-Development Agreement (PDA): A written executed contract between the Authority and the Developer, resulting from this procurement and following the Project Identification Phase that governs the obligation of the parties in respect of pre-development activities related to an Authority-approved CLEAN Project, including, but not limited to, work to define a CLEAN Project scope, specifications, costs, and proposed terms of a subsequent DLA.

Pre-Development Phase: The phase of the engagement between the Authority and the Developer contemplated by this RFQ that commences upon the effectiveness of the PDA and ends upon the expiry of the term of the PDA, unless terminated earlier.

Program: The California High-Speed Rail Program.

Project Identification Agreement (PIA): The initial written executed contract between the Authority and the successful Respondent resulting from this procurement.

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Project Identification Phase: The phase of the engagement between the Authority and the Developer contemplated by this RFQ that commences upon the effectiveness of the PIA and ends upon the expiry of the term of the PIA, unless terminated earlier.

Public Records Act: The California Public Records Act, Government Code sections 7920.000, et seq.

Respondent: A Person that may potentially submit or actually submits a SOQ in response to this RFQ, depending on the context of the use of the term. If the Respondent is an unincorporated joint venture, then the term “Respondent” refers to each member of such joint venture individually.

Respondent Team: Collectively, the Respondent and any Subcontractors identified in the Respondent’s SOQ.

Small Business: A for-profit business concern that meets the certification requirements set forth in the California Small Business Procurement and Contract Act in California Government Code section 14837(d) and Title 2 California Code of Regulations sections 1896.4 (Definitions) and 1896.12 (Eligibility), including, but not limited to, that its principal office is located in California, its owners reside in California, it is not dominant in its field, and it has average gross annual revenue of $18 million or less over the previous three tax years. To be counted towards meeting the goals of the SB Program, a SB must be certified as such by DGS.

Small Business for the Purpose of Public Works (SB-PW): A for-profit small business that is independently owned and operated, with its principal office located in California, and with owners, officers, members/managers, partners living in California, has an average of $43 million or less in gross annual receipts over the previous three

(3) tax years, is not dominant in its field of operations and has 200 or fewer employees.

To be counted towards meeting the goals of the SB Program, a SB-PW must be certified as such by DGS.

Subcontractor: (a) Prior to award of the PIA, any Person with whom the Respondent proposes to enter into a subcontract/subagreement for any part of the PIA Work, at any tier; and (b) after award of the PIA, any Person with whom the Developer has entered into a subcontract/subagreement for any part of the PIA Work, at any tier.

System: The entire high-speed rail system as described in California Proposition 1A (2008), including Phase 1, which shall run from the San Francisco Bay Area to the Los Angeles basin, and Phase 2, which shall run from Sacramento to San Diego.

2.3 Acronyms and Abbreviations

ACA Affordable Care Act

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ARRA American Recovery and Reinvestment Act of 2009

CalSTA California State Transportation Agency

Caltrans California Department of Transportation

CLEAN Corridor-wide, Long-term Energy resiliency and Asset commercialization Network

CPUC California Public Utilities Commission

CEO Chief Executive Officer or Executive Director

CEQA California Environmental Quality Act of 1970

DBE Disadvantaged Business Enterprise

DGS California Department of General Services

DLA Development and Lease Agreement

DVBE Disabled Veteran Business Enterprise

FOIA Freedom of Information Act

FRA Federal Railroad Administration

GenAI Generative Artificial Intelligence

ICCTA Interstate Commerce Commission Termination Act of 1995

MB Microbusiness

NEPA National Environmental Policy Act of 1969

NOPA Notice of Proposed Award

NTP Notice to Proceed

PDA Pre-Development Agreement

PIA Project Identification Agreement

RFQ Request for Qualifications

SB Small Business

SB-PW Small Business for the Purpose of Public Works

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SOQ Statement of Qualifications

U.S. DOT United States Department of Transportation

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INSTRUCTIONS TO RESPONDENTS

3. Procurement Schedule and Process

Table 1: Key RFQ Dates

Key Dates Activity Description

July 9, 2026 RFQ advertised.

July 15, 2026 Pre-Bid conference location: Virtual.

Attendance at the pre-bid conference is not mandatory.

July 17, 2026 Deadline for submission of initial written questions by 5 p.m. Pacific Time.

July 20, 2026 Authority to Post Responses to Respondent Questions.

July 22, 2026 Authority to Post an Addendum to this RFQ.

July 24, 2026 Deadline for submission of written questions on Addendum by 5 p.m.

Pacific Time.

August 17, 2026 SOQs due at the address specified in Section 4.1 by 12 noon Pacific Time.

August/September 2026 Notice of Proposed Award (NOPA).

September/October 2026 Execution of the PIA.

October 2026 Anticipated Notice to Proceed Issued for the PIA Work.

*All dates subsequent to the SOQ submittal deadline may be modified at the discretion of the Authority without issuing a formal addendum to this RFQ.

3.1 Authority’s Designated Point of Contact

The Authority’s Designated Point of Contact for communications concerning this RFQ shall be as follows:

Emily Morrison California High-Speed Rail Authority

770 L Street, Suite 620

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Sacramento, CA 95814 Phone: (916) 324-1541

Email: CalClean@hsr.ca.gov

Persons intending to submit SOQs in response to this RFQ shall not contact or discuss any items related to this process with any Authority Board member or Authority staff other than the Point of Contact listed above either directly or through intermediaries.

Failure to comply with this communication prohibition may result in disqualification. See Section 3.6, Improper Communications and Contacts, for more information.

3.2 Addenda to RFQ

The Authority reserves the right to amend the RFQ by addendum before the final date of SOQ submission. It is the responsibility of the Respondent to check the California State Contract Register for all addenda.

3.3 Non-Commitment of Authority

This RFQ does not commit the Authority to award a contract, to pay any costs incurred in the preparation of an SOQ in response to this request, or to procure or contract for services or supplies. In connection with this procurement, the Authority reserves to itself all rights, which may be exercised by the Authority in its sole discretion, available to it under applicable law, including without limitation, with or without cause and with or without notice, the right to the following:

(a) Cancel this RFQ in whole or in part at any time prior to the execution of a contract without incurring any cost obligations or liabilities.

(b) Accept or reject any or all SOQs and all required submittals received as a result of this RFQ.

(c) Negotiate with any qualified Respondent selected for award.

(d) Modify the RFQ, in whole or in part.

(e) Waive informalities, immaterialities, irregularities, mistakes, and deficiencies in an SOQ; and/or permit clarifications related to such.

3.4 Property Rights

SOQs received within the prescribed deadline become the property of the Authority and all rights to the contents therein become those of the Authority. All material developed and produced for the Authority under any contract resulting from this RFQ shall belong exclusively to the Authority and the State of California. All products used or developed in connection with any contract resulting from this RFQ will be governed in accordance

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3.5 Non-Exclusiveness of Subcontractors

Subcontractors are not precluded from being on more than one Respondent Team, subject to the provisions of Section 3.6, Improper Communications and Contacts. There is no prohibition against Subcontractors being exclusive to one Respondent, however, exclusivity is strongly discouraged for SB/DBE/DVBE Subcontractors.

3.6 Improper Communications and Contacts

For purposes of this section, the definitions of Respondent and Respondent Team shall include potential Respondents and potential Respondent Teams as this section specifically applies to all interested parties from the date of issuance of the RFQ. The following rules of contact shall apply during this procurement that began upon the date of issuance of this RFQ and will be completed with either the execution of the PIA resulting from this procurement, or the cancellation of the procurement. These rules are designed to promote a fair and unbiased procurement process. Contact includes, but is not limited to, face-to-face, telephone, web-based meeting platforms (including viewing/sharing information on screen), text message/SMS, facsimile, email, electronic messaging of any kind or formal written communication. Contact and communications include direct contact or direct communication and those made through an intermediary.

The specific rules of contact are as follows:

(a) After submittal of SOQs, no Respondent, or any of its team members, may communicate with another Respondent or its team members with regard to the RFQ or any other team’s SOQ with the exception of Subcontractors that are shared between two or more teams. In such cases, those Subcontractors may communicate with their respective team members so long as those Respondents establish a protocol to ensure that the Subcontractor will not act as a conduit of information between the teams. Contact among Respondent organizations is allowed during Authority sponsored informational meetings. Protocols established to ensure that Subcontractors do not act as conduits of information between teams are subject to Authority review and approval, at the Authority’s discretion.

(b) Respondents shall correspond with the Authority regarding the RFQ only through the Authority’s Designated Point of Contact.

(c) Except for communications expressly permitted by the RFQ, or approved in advance by the Authority’s Chief Counsel in his or her sole discretion, no Respondent or representative thereof shall have any ex parte communications regarding the RFQ or the procurement described herein with any member of the

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Authority Board or with any Authority staff. This includes any of the Authority’s advisors, contractors, or consultants (and their respective affiliates) that are involved with the procurement.

(d) Respondents shall not contact the entities listed below, including any employees, representatives, and members regarding this RFQ:

(i) Federal Railroad Administration (FRA);

(ii) California State Transportation Agency (CalSTA);

(iii) California Department of Transportation (Caltrans);

(iv) California Department of General Services (DGS);

(v) California High-Speed Rail Authority, including the Authority Board, except as provided in this RFQ; and,

(vi) Firms subject to Respondent Ex Parte Communications prohibitions during this procurement (Table 2).

(e) The foregoing restrictions shall not, however, preclude or restrict communications with regard to matters unrelated to the RFQ, or the procurement, or from participating in public meetings with the Authority or any Authority workshop related to this RFQ.

(f) Any communication determined to be improper, at the sole discretion of the Authority, may result in disqualification.

(g) The Authority will not be responsible for any oral exchange or any other information or exchange that occurs outside the official RFQ process.

Table 2: Firms Subject to Respondent Ex Parte Communications Prohibitions During this Procurement Acquisition NexGen LLC AECOM-Fluor Joint Venture AECOM Technical Services, Inc.

Cordoba Corporation Clearview Advisors LLC Downey Brand LLP

Fluor Enterprises, Inc.

IMPACTS USA Inc.

KPMG, LLP

Lesura Strategies, LLC Nossaman, LLP

3.7 One-on-One Meetings

The Authority may, in its sole discretion, invite Respondents to in-person and/or virtual one-on-one meetings, on dates designated by the Authority by written notice, to discuss issues and clarifications regarding the RFQ. The Authority reserves the right to disclose to all Respondents any issues raised during the one-on-one meetings, except to the extent that the Authority determines, in its sole discretion, such disclosure would reveal

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Cal CLEAN Partnership a Respondent’s confidential business strategies. The meetings are intended to provide Respondents with a better understanding of the RFQ.

The one-on-one meetings are subject to the following:

(a) The Authority will not discuss with any Respondent any SOQ other than its own;

(b) Respondents shall not seek to obtain commitments from the Authority in the meetings or otherwise seek to obtain an unfair competitive advantage over any other Respondent;

(c) No aspect of these meetings is intended to provide any Respondent with access to information that is not similarly available to other Respondents, and no part of the evaluation of SOQs will be based on the conduct or discussions that occur during these meetings; and

(d) Persons attending the one-on-one meetings will be required to sign an acknowledgment of the foregoing rules and to identify all participants from its Respondent Team.

3.8 Organizational Conflicts of Interest

The use of the term “Respondent” in this section specifically applies to all interested parties from the date of issuance of the RFQ including Respondents, potential Respondents, and Respondent Team members. The Authority has adopted an Organizational Conflicts of Interest Policy (Policy) that will apply to this procurement and the resulting PIA, in addition to the Authority’s Conflict of Interest Code and other applicable requirements. The Policy can be found on the Authority’s website.

Respondents are advised to carefully review the Policy, and to have their team members review the Policy, since it includes provisions that may:

(a) Preclude certain firms from participation in this procurement; and,

(b) Affect the ability of a Respondent, its subcontractors, and their Affiliates

(as defined in the Policy) to contract with the Authority.

Failure to comply with the Policy in any respect, including the failure to disclose any actual, perceived, or potential organizational conflict of interest, may result in serious consequences as described in section V(2) of the Policy.

An organizational conflict of interest is a circumstance arising out of a Respondent’s existing or past activities (including projects outside of the Authority’s program), business or financial interest, familial relationships, contractual relationships, and/or organizational structure (i.e., parent entities, subsidiaries, Affiliates, etc.) that results in or would result in the following:

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(i) Impairment or potential impairments of a Respondent’s ability to render impartial assistance or advice to the Authority or of its objectivity in performing work for the Authority;

(ii) An unfair competitive advantage for any Respondent submitting an SOQ on an Authority procurement; or

(iii) A perception or appearance of impropriety with respect to any of the Authority’s procurements or contracts, or a perception or appearance of unfair competitive advantage with respect to a procurement by the Authority (regardless of whether any such perception is accurate).

If an organizational conflict of interest is found to exist, the Authority may:

(1) Disqualify the Respondent; or

(2) Determine that the Authority may contract with such Respondent if it is appropriate and possible to mitigate, neutralize, or avoid such conflict, which may include the addition of mitigation provisions to the PIA awarded.

Each Respondent shall fully disclose any actual, perceived, or potential organizational conflicts of interest in its SOQ using Form B (Organizational Conflicts of Interest Disclosure Statement). Form B shall be filled out and signed, under penalty of perjury, by the Respondent, including a separate Form B for all members if proposing as a joint venture. A separate Form B shall also be filled out and signed, under penalty of perjury, by each Respondent Team member, including all Subcontractors. Form B requires a statement, signed under penalty of perjury by the company’s executive that the company considered the Policy and performed conflicts checks prior to submitting its SOQ. The refusal to provide the required disclosure, or any additional information required, may result in disqualification of the Respondent. If nondisclosure or misrepresentation is discovered after award of the PIA resulting from this procurement process, the PIA may be terminated.

Note that business relationships on projects other than the California High-Speed Rail project may require disclosure if they involve consultants or contractors working on the California High-Speed Rail project.

By submitting its SOQ, each Respondent agrees that, if an organizational conflict of interest is discovered following submittal of the SOQ, including after any contract award arising out of this RFQ process, the Respondent will make an immediate and full written disclosure to the Authority that includes a description of the action taken, or proposed to be taken, to avoid or mitigate such conflicts. To the extent applicable, the Respondent is required to self-certify annually that all required organizational conflict mitigations are in place, and Authority Contract Managers will enforce and provide oversight for required conflict mitigations.

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If a Respondent requires an organizational conflict of interest determination related to this procurement, please immediately consult the Policy and provide the required information to the Authority’s Chief Counsel Christine Ciccotti at Legal@hsr.ca.gov. The determination may take between two to four weeks from receipt of all required information and/or documents in the checklist below. To expedite the determination process, the requestor is asked to provide the following information with the request:

Organizational Conflict of Interest Checklist:

(1) A summary of each of your company’s current and former contracts with the

Authority, either as a contractor or subcontractor (include project section(s), if applicable, and the current status).

(2) A brief description of the scopes of work for the above-identified contracts, including tasks, deliverables, and key roles of personnel, if applicable.

(3) A brief description of the work, tasks, deliverables, and any key roles that your company expects to perform relative to the contract resulting from this procurement. (If not yet final, please be as detailed as possible.)

(4) A statement about whether your company or principals/employees of your company had any role in the development of this procurement or scope of work.

(5) A statement about whether your company or principals/employees of your company have learned, received, or were privy to any non-public information regarding the scope of work, content or development of this procurement.

(6) Information regarding the type of entity and/or corporate make-up of your company (for example, an LLC, sole proprietorship, corporation, etc.). If applicable, include whether it is a subsidiary of another company and/or if it is owned, in whole or in part, by another firm working on the project.

(7) If your company is planning to seek work related to other Authority procurements, provide information regarding the procurement and the scope of work your company would likely perform.

(8) Any other information and/or documents that you believe are relevant to this analysis, including information regarding other public projects your company is a part of that may impact the Authority.

Please note that the Policy does not address all applicable requirements that may affect persons and entities wishing to enter into contracts with the Authority. Examples of such requirements include but are not limited to: (a) the California Political Reform Act and regulations promulgated by the California Fair Political Practices Commission; (b) restrictions in Public Contract Code section 10365.5 with respect to certain contractors engaged to perform consulting services; and (c) applicable rules of conduct established by the California Board for Professional Engineers, Land Surveyors, and Geologists.

3.8.1 Organizational Conflicts of Interest for Future Contracts

Pursuant to the Authority’s Organizational Conflict of Interest Policy, the successful Respondent may be precluded from participating on future contracts.

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A Respondent may also request an organizational conflict of interest determination utilizing the same contact information as above for any questions that arise.

3.9 Confidentiality

All written correspondence, exhibits, photographs, reports, printed material, tapes, electronic disks, and other graphic and visual aids submitted to the Authority during this procurement process, including as part of a response to this RFQ are, upon receipt by the Authority, the property of the Authority and are subject to the Open Government Laws. None of the aforementioned materials will be returned to the submitting parties.

Any materials that are delivered to FRA are subject to the Freedom of Information Act (FOIA) or other federal open records laws. Respondents should familiarize themselves with the Open Government Laws, including the Public Records Act and FOIA. In no event shall the State, the Authority, FRA, or any of their agents, representatives, consultants, directors, officers, or employees be liable to a Respondent or Respondent Team member for the disclosure of all or a portion of an SOQ submitted in response to this RFQ, or other information provided in connection with this procurement.

If a Respondent has special concerns about information that it desires to make available to the Authority, but which it believes constitutes a trade secret, proprietary information, or other information exempt from disclosure, such Respondent should specifically and conspicuously designate that information as “TRADE SECRET” or “CONFIDENTIAL” in its SOQ. Blanket, all-inclusive identifications by designation of whole pages or sections as containing proprietary information, trade secrets, or confidential commercial or financial information shall not be permitted and shall be deemed invalid. The specific proprietary information, trade secrets, or confidential commercial and financial information must be clearly identified as such. Under no circumstances, however, will the Authority be responsible or liable to the Respondent or any other party for the disclosure of any such labeled materials, whether the disclosure is deemed required by law, by an order of court, or occurs through inadvertence, mistake, or negligence on the part of the Authority or its officers, employees, contractors, or consultants. All such information shall remain subject to the Authority’s rights and obligations under Open Government Laws, including the Public Records Act and FOIA.

The Authority will not advise a submitting party as to the nature or content of documents entitled to protection from disclosure under the Public Records Act, FOIA, U.S. DOT FOIA regulations (49 C.F.R. section 7.1 et seq.) or other applicable laws and implementing regulations, as to the interpretation of the Public Records Act or FOIA, or as to the definition of trade secret. The submitting party shall be solely responsible for all determinations made by it under applicable laws and for clearly and prominently marking each and every page or sheet of materials with “TRADE SECRET” or “CONFIDENTIAL” as it determines to be appropriate. Each submitting party is advised to contact its own legal counsel concerning the Public Records Act, FOIA, and other

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Cal CLEAN Partnership applicable laws and their application to the submitting party’s own circumstances. In the event of litigation concerning the disclosure of any material submitted by the submitting party, the Authority’s sole involvement will be as a stakeholder retaining the material until otherwise ordered by a court, and the submitting party shall be responsible for otherwise prosecuting or defending any action concerning the materials at its sole expense and risk. The submitting party shall reimburse the Authority for any expenses it incurs in connection with any such litigation.

3.10 Executive Order N-6-22 – Russia Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under State law. By submitting an SOQ, Respondent represents that it is not a target of Economic Sanctions. Should the Authority determine Respondent is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Respondent’s SOQ any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the Authority.

3.11 The California Environmental Quality Act

In performing any work or services related to the High-Speed Rail project, whether in response to this RFQ, under a PIA, or under a follow-on contract, each Respondent will be responsible for ensuring compliance with the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA), in each case as and to the extent applicable.

By issuing this RFQ, and by entering into any resulting PIA that mentions or refers to the CEQA, Environmental Impact Report (EIR), and State environmental permitting laws/agencies and initially authorizes related work, the Authority acknowledges Friends of Eel River v. North Coast Rail Authority, but does not: (a) waive the Authority’s rights regarding the application of the Interstate Commerce Commission Termination Act of 1995 (ICCTA), including the defense that ICCTA preempts CEQA’s application to the System or related projects; or (b) create an implied agreement that CEQA and/or such environmental permitting requirements apply to the System or related projects.

3.12 GenAI Disclosure Notification

The State of California seeks to realize the potential benefits of Generative Artificial Intelligence (GenAI), through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

Each Respondent must notify the Authority in writing if it: (1) intends to provide GenAI as a deliverable to the Authority; or (2), intends to utilize GenAI, including GenAI from

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Cal CLEAN Partnership third parties, to complete all or a portion of any deliverable that materially impacts: (i) functionality of an Authority system, (ii) risk to the Authority, or (iii) Contract performance. For avoidance of doubt, the term “materially impacts” shall have the meaning set forth in State Administrative Manual (SAM) § 4986.2 Definitions for GenAI.

Failure to report GenAI to the Authority may result in disqualification of the Respondent.

The Authority reserves its right to seek any and all relief it may be entitled to as a result of such non-disclosure.

Upon notification by a Respondent of GenAI as required, the Authority reserves the right to incorporate GenAI Special Provisions into the final contract or reject SOQs that present an unacceptable level of risk to the Authority.

4. Submittal of the Statement of Qualifications

4.1 Statement of Qualifications Submittal Information

SOQs submitted in response to this RFQ shall be provided in electronic and hard copy formats as required by Section 5. Hard copies shall be mailed or hand delivered to:

California High-Speed Rail Authority Attention: Emily Morrison

770 L Street, Suite 620 MS 2 Sacramento, CA 95814

The following information must be placed on the lower left corner of the submittal shipping packages:

RFQ No.: HSR26-20

California High-Speed Rail Authority

Cal CLEAN Partnership Statement of Qualifications

Respondent:

ONLY TO BE OPENED BY AUTHORITY’S DESIGNATED

POINT OF CONTACT

Due to building access restrictions, Respondents that will hand deliver their SOQs are requested to notify the Authority’s Designated Point of Contact at least 24 hours before their anticipated arrival time. Respondents that will deliver their SOQs by mail are

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Cal CLEAN Partnership requested to notify the Authority’s Designated Point of Contact of the expected delivery date.

4.2 Late Submittals

SOQs received after the specified date and time are considered late and will not be accepted. There are no exceptions. Postmark dates of mailing, email, and facsimile transmissions are not accepted under any circumstances and are not acceptable toward meeting the submission deadline for SOQ delivery. An SOQ is late if received any time after the date and time listed in Table 1. SOQs received after the specified time will not be considered and will be returned unopened to the Respondent. Respondents are responsible for requesting a receipt or delivery confirmation for delivery of their SOQ packages.

4.3 Modification or Withdrawal of SOQs

Any SOQ received may be withdrawn or modified before the SOQ submittal deadline by written request to the Authority that is signed by the Respondent or an authorized agent and received by the Authority’s Designated Point of Contact before the SOQ submittal deadline. A Respondent may thereafter submit a new SOQ prior to the SOQ submittal deadline.